KATHIMERINI PUBLISHING SA
Invitation to the Annual Ordinary General Meeting.
In accordance with the law and the articles of association and by virtue of the decision adopted by the Board of Directors at its meeting of 14th May 2008, the Shareholders of the Company are invited to the Annual Ordinary General Meeting of the Company in the assembly hall at the registered offices of the Company, situated at Ethnarchou Makariou & 2 Demetriou Falireos Street, 5th floor, on the Tuesday, June 10 th 2008, and at 10.00 a.m.
In case the necessary by law quorum for the adoption of a decision on any item of the agenda is not achieved, the A' Reiterative Annual Ordinary General Meeting shall convene on the Tuesday ,June 24 th 2008, and at 10.00 a.m. in the same place as determined above, without publication of a new invitation. ITEMS OF THE AGENDA
1. Submission and approval of the annual financial statements, both simple and consolidated, for the financial year 2007, of the Board of Director's Management Report and of the Chartered Auditor's Report.
2. Discharge from any responsibility for indemnification for the members of the Board of Directors and the Chartered Auditors for the financial year that ended on 31.12.2007.
3. Election of Chartered Auditors, both regular and substitute, for the conduction of the company's audit during the current financial year 2008 and determination of their remuneration.
4. Approval on the disposal (distribution) of benefits and payment of dividend, as well as granting of the necessary authorizations to the Board of Directors.
5. Approval of remunerations and fees of any kind for the members of the Board of Directors pursuant to article 24 c.l. 2190/1920 for their presentation at the Board of Directors Meetings and for the provision of services to the Company for the financial year 2007 and pre-approval thereof for the financial year 2008.
6. Amendment and abolition of provisions of the Articles of Association, so as for the latter to be adjusted and harmonized with the regulations of c.l. 2190/1920, as in force after its amendment by Law 3604/2007 and codification of the Articles of Association of the Company. In particular, amendment of articles 5, 6, 7, 8 ,9, 10, 11 ,15 ,17 ,19 ,20, 22 , 23 ,25, 26 ,27 ,29 ,30 ,31 ,32, 33 and 34 and abolition of articles 35, 36, 37 and 38.
7. Various Announcements.
The items of the agenda of a possible A' Reiterative Annual Ordinary General Meeting shall be the abovementioned items, with the exception of those items for which a decision has been duly adopted.
At the Meeting, according to the Articles of Association, all Shareholders are entitled to be present, either in person or by a representative. Each share grants the right of one vote.
Due to the fact that the shares of the company are fully dematerialized, those shareholders or their representatives wishing to participate in the Annual Ordinary General Meeting and in any other Reiterative meeting, are required, in case their shares are not placed in the Special Account of D.S. S, through the operator of the Account where their shares are placed at the Paperless Clearing System (SΑT), or, in case their shares are placed in the Special Account, through the Hellenic Exchanges S.A. (HELEX) (former Central Depository of Athens), to block all or part of the shares they possess, to acquire the respective block certificate issued by said operator or HELEX respectively and to submit it to the Shareholders Department of the Company, along with any legalization documents for their representatives, five days at least, prior to the abovementioned date of the General Meeting, i.e. until Wednesday the 4th of June 2008 or in case of the A' Reiterative General Ordinary Meeting until Wednesday the 18th June 2008.
In case the necessary by law quorum for the adoption of a decision on any item of the agenda is not achieved, the A' Reiterative Annual Ordinary General Meeting shall convene on the Tuesday ,June 24 th 2008, and at 10.00 a.m. in the same place as determined above, without publication of a new invitation. ITEMS OF THE AGENDA
1. Submission and approval of the annual financial statements, both simple and consolidated, for the financial year 2007, of the Board of Director's Management Report and of the Chartered Auditor's Report.
2. Discharge from any responsibility for indemnification for the members of the Board of Directors and the Chartered Auditors for the financial year that ended on 31.12.2007.
3. Election of Chartered Auditors, both regular and substitute, for the conduction of the company's audit during the current financial year 2008 and determination of their remuneration.
4. Approval on the disposal (distribution) of benefits and payment of dividend, as well as granting of the necessary authorizations to the Board of Directors.
5. Approval of remunerations and fees of any kind for the members of the Board of Directors pursuant to article 24 c.l. 2190/1920 for their presentation at the Board of Directors Meetings and for the provision of services to the Company for the financial year 2007 and pre-approval thereof for the financial year 2008.
6. Amendment and abolition of provisions of the Articles of Association, so as for the latter to be adjusted and harmonized with the regulations of c.l. 2190/1920, as in force after its amendment by Law 3604/2007 and codification of the Articles of Association of the Company. In particular, amendment of articles 5, 6, 7, 8 ,9, 10, 11 ,15 ,17 ,19 ,20, 22 , 23 ,25, 26 ,27 ,29 ,30 ,31 ,32, 33 and 34 and abolition of articles 35, 36, 37 and 38.
7. Various Announcements.
The items of the agenda of a possible A' Reiterative Annual Ordinary General Meeting shall be the abovementioned items, with the exception of those items for which a decision has been duly adopted.
At the Meeting, according to the Articles of Association, all Shareholders are entitled to be present, either in person or by a representative. Each share grants the right of one vote.
Due to the fact that the shares of the company are fully dematerialized, those shareholders or their representatives wishing to participate in the Annual Ordinary General Meeting and in any other Reiterative meeting, are required, in case their shares are not placed in the Special Account of D.S. S, through the operator of the Account where their shares are placed at the Paperless Clearing System (SΑT), or, in case their shares are placed in the Special Account, through the Hellenic Exchanges S.A. (HELEX) (former Central Depository of Athens), to block all or part of the shares they possess, to acquire the respective block certificate issued by said operator or HELEX respectively and to submit it to the Shareholders Department of the Company, along with any legalization documents for their representatives, five days at least, prior to the abovementioned date of the General Meeting, i.e. until Wednesday the 4th of June 2008 or in case of the A' Reiterative General Ordinary Meeting until Wednesday the 18th June 2008.